Unassociated Document


     

    


    __________________,
      2008

    


    


    Redstar
      Partners, Inc. 

    112
      East
      42nd
      Street,
      17th
      Floor

    New
      York,
      New York 10168

    


    Morgan
      Joseph & Co. Inc.

    600
      Fifth
      Avenue, 19th Floor

    New
      York,
      New York 10020

    


    Re: Initial
      Public Offering

    


    Gentlemen:

    


    The
      undersigned shareholder, officer and director of Redstar Partners, Inc.
      (“Company”), in consideration of Morgan Joseph & Co. Inc. (“MJC”) entering
      into a letter of intent (“Letter of Intent”) to underwrite an initial public
      offering of the securities of the Company (“IPO”) and embarking on the IPO
      process, hereby agrees as follows (certain capitalized terms used herein are
      defined in paragraph 15 hereof):

    


    1. If
      the
      Company solicits approval of its shareholders of an extension and/or a Business
      Combination, the undersigned will vote all Insider Shares beneficially owned
      by
      her or its in accordance with the majority of the votes cast by the holders
      of
      the IPO Shares. 

    


    2. In
      the
      event that the Company fails to consummate a Business Combination within 24
      months from the effective date (“Effective Date”) of the registration statement
      relating to the IPO, or 36 months from the Effective Date if the Extended Period
      is approved, the undersigned will (i) cause the Trust Account (as defined in
      the
      Letter of Intent) to be liquidated and distributed to the holders of IPO Shares
      and (ii) take all reasonable actions within his power to cause the Company
      to
      liquidate as soon as reasonably practicable. The undersigned hereby waives
      any
      and all right, title, interest or claim of any kind in or to any distribution
      of
      the Trust Account and any remaining net assets of the Company as a result of
      such liquidation with respect to her or its Insider Shares (“Claim”) and hereby
      waives any Claim the undersigned may have in the future as a result of, or
      arising out of, any contracts or agreements with the Company and will not seek
      recourse against the Trust Account for any reason whatsoever. In the event
      of
      the liquidation of the Trust Account, McWong Investments LLC, an affiliate
      of
      the undersigned, as well as the undersigned personally agree to indemnify and
      hold harmless the Company against any and all loss, liability, claims, damage
      and expense whatsoever (including, but not limited to, any and all legal or
      other expenses reasonably incurred in investigating, preparing or defending
      against any litigation, whether pending or threatened, or any claim whatsoever)
      to which the Company may become subject as a result of any claim by any vendor
      or other person who is owed money by the Company for services rendered or
      products sold or contracted for, or by any provider of financing or target
      business, but only to the extent necessary to ensure that such loss, liability,
      claim, damage or expense does not reduce the amount in the Trust
      Account.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        

          Redstar
            Partners, Inc. 

          Morgan
            Joseph & Co. Inc.

          _______________,
            2008

          Page
            2

          


           

        

      

    

    3. In
      order
      to minimize potential conflicts of interest which may arise from multiple
      affiliations, the undersigned agree to present to the Company for its
      consideration, prior to presentation to any other person or entity, any suitable
      opportunity to acquire an operating business, until the earlier of the
      consummation by the Company of a Business Combination, the liquidation of the
      Company and such time as Margaret Wong ceases to be an officer or director
      of
      the Company, subject to any pre-existing fiduciary and contractual obligations
      the undersigned might have.

    


    4. The
      undersigned acknowledges and agrees that the Company will not consummate any
      Business Combination which involves a company which is affiliated with any
      of
      the Insiders unless the Company obtains an opinion from an independent
      investment banking firm reasonably acceptable to MJC that the business
      combination is fair to the Company’s shareholders from a financial
      perspective.

    


    5. Neither
      the undersigned, any member of the family of the undersigned, nor any affiliate
      (“Affiliate”) of the undersigned will be entitled to receive and will not accept
      any compensation for services rendered to the Company prior to or in connection
      with the consummation of the Business Combination; provided however that the
      undersigned shall also be entitled to reimbursement from the Company for their
      out-of-pocket expenses incurred in connection with seeking and consummating
      a
      Business Combination.

     

    6. Neither
      the undersigned, any member of the family of the undersigned, nor any Affiliate
      of the undersigned will be entitled to receive or accept a finder’s fee or any
      other compensation in the event the undersigned, any member of the family of
      the
      undersigned or any Affiliate of the undersigned originates a Business
      Combination. 

    
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          

            Redstar
              Partners, Inc. 

            Morgan
              Joseph & Co. Inc.

            _______________,
              2008

            Page
              3

            


             

          

        

      

    

    7. On
      the
      Effective Date, the undersigned will escrow the Insider Shares and Insider
      Warrants beneficially held by her or it until one year after the Company
      consummates a Business Combination, subject to the terms of a Stock Escrow
      Agreement which the Company will enter into with the undersigned and an escrow
      agent acceptable to the Company. On the Effective Date, the undersigned will
      escrow the Founder Warrants beneficially held by her or it until the
      Company consummates a Business Combination subject to the terms of a Warrant
      Escrow Agreement which the Company will enter into with the undersigned and
      an
      escrow agent acceptable to the Company.

    


    8. Margaret
      Wong agrees to be the Vice Chairman of the Board, Executive Vice President
      and a
      Director of the Company until the earlier of the consummation by the Company
      of
      a Business Combination and the liquidation of the Company. Ms. Wong’s
      biographical information furnished to the Company and MJC and attached hereto
      as
      Exhibit A is true and accurate in all respects, does not omit any material
      information with respect to the undersigned’s background and contains all of the
      information required to be disclosed pursuant to Item 401 of Regulation S-K,
      promulgated under the Securities Act of 1933, as amended. The undersigneds’
Questionnaires furnished to the Company and MJC and annexed as Exhibit B hereto
      is true and accurate in all respects. Margaret Wong represents and warrants
      that:

    


    (a) she
      is
      not subject to, or a respondent in, any legal action for, any injunction,
      cease-and-desist order or order or stipulation to desist or refrain from any
      act
      or practice relating to the offering of securities in any
      jurisdiction;

    


    (b) she
      has
      never been convicted of or pleaded guilty to any crime (i) involving any fraud
      or (ii) relating to any financial transaction or handling of funds of another
      person, or (iii) pertaining to any dealings in any securities and she is not
      currently a defendant in any such criminal proceeding; and

    


    (c) she
      has
      never been suspended or expelled from membership in any securities or
      commodities exchange or association or had a securities or commodities license
      or registration denied, suspended or revoked.

    


    9. The
      undersigned have full right and power, without violating any agreement by which
      they are bound, to enter into this letter agreement and Ms. Wong has full right
      and power to serve as Vice Chairman of the Board, Executive Vice President
      and a
      Director of the Company.

    
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          

            Redstar
              Partners, Inc. 

            Morgan
              Joseph & Co. Inc.

            _______________,
              2008

            Page
              4

            


             

          

        

      

    

    10. The
      undersigned hereby waive any right to exercise conversion rights or appraisal
      rights with respect to any Ordinary Shares of the Company owned or to be owned
      by the undersigned, directly or indirectly, and agrees not to seek conversion
      or
      appraisal with respect to such shares in connection with any vote to approve
      a
      Business Combination.

    


    11. Other
      than in connection with a vote for the Extended Period, the undersigned
      hereby agrees to not propose, or vote in favor of, an amendment to the Company’s
      Memorandum and Articles of Association to extend the period of time in which
      the
      Company must consummate a Business Combination prior to its liquidation. Should
      such a proposal be put before shareholders other than for approval of the
      Extended Period or through actions by the undersigned, the undersigned hereby
      agree to vote against such proposal. This paragraph may not be modified or
      amended under any circumstances.

    


    12. In
      the
      event that the Company does not consummate a Business Combination and must
      liquidate and its remaining net assets are insufficient to complete such
      liquidation, McWong Investments LLC and Margaret Wong personally agree to
      advance such funds necessary to complete such liquidation and agree not to
      seek
      repayment for such expenses.


     

    13. The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to MJC and its legal representatives or agents
      (including any investigative search firm retained by MJC) any information they
      may have about the undersigned’s background and finances (“Information”).
      Neither MJC nor its agents shall be violating the undersigned’s right of privacy
      in any manner in requesting and obtaining the Information and the undersigned
      hereby releases them from liability for any damage whatsoever in that
      connection.

    


    14. This
      letter agreement shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflicts
      of
      law principles that would result in the application of the substantive laws
      of
      another jurisdiction. The undersigned hereby (i) agrees that any action,
      proceeding or claim against his arising out of or relating in any way to this
      letter agreement (a “Proceeding”) shall be brought and enforced in the courts of
      the State of New York of the United States of America for the Southern District
      of New York, and irrevocably submits to such jurisdiction, which jurisdiction
      shall be exclusive, (ii) waives any objection to such exclusive jurisdiction
      and
      that such courts represent an inconvenient forum and (iii) irrevocably agrees
      to
      appoint Graubard Miller as agent for the service of process in the State of
      New
      York to receive, for the undersigned and on his behalf, service of process
      in
      any Proceeding. If for any reason such agent is unable to act as such, the
      undersigned will promptly notify the Company and MJC and appoint a substitute
      agent acceptable to each of the Company and MJC within 30 days and nothing
      in
      this letter will affect the right of either party to serve process in any other
      manner permitted by law. 

    
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          

            Redstar
              Partners, Inc. 

            Morgan
              Joseph & Co. Inc.

            _______________,
              2008

            Page
              5

            


             

          

        

      

    

    15. As
      used
      herein, (i) a “Business Combination” shall mean a merger, capital stock
      exchange, asset acquisition or other similar business combination with an
      operating business; (ii) “Insiders” shall mean all officers, directors and
      shareholders of the Company immediately prior to the IPO; (iii) “Insider Shares”
shall mean all of the Ordinary Shares of the Company acquired by an Insider
      prior to the IPO; (iv) “Insider Warrants” shall mean all of the warrants
      acquired by an Insider prior to the IPO; (v) “Founder Warrants” means the
      warrants being sold privately by the Company to certain of the Insiders; (vi)
      “IPO Shares” shall mean the Ordinary Shares issued in the Company’s IPO; and
      (vii) “Extended Period” shall meant the additional month period to approve a
      Business Combination as more specifically described in the registration
      statement relating to the IPO.

     

    
      	 	 	 
	 
 	 
 	 
 
	 	 	Margaret
              Wong
	 	
              
Print
              Name of Insider


       

      
        	 	 	 
	 
 	 
 	 
 
	 	 	 
	 	
                
Signature


         

        
          	 	 	 
	 
 	 
 	 
 
	 	 	McWong
                  Investments
                  LLC
	 	
                  
Print
                  Name of Insider


           

          
            	 	 	 
	 
 	 
 	 
 
	 	By: 	 
	 	
                    

                    Name:

                    Title:

                  


          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    Exhibit
      A